EX-10(A)(V)






Exhibit 10(a)(v)






H.J. Heinz Company 1990 Stock Option Plan

(as amended and restated effective August 13, 2008)




1. Definitions



The terms defined in this Section 1 shall, for all purposes of this Plan, have the meanings herein
specified:





(a) “Board of Directors” shall mean not less than a quorum of the whole Board of Directors of the
Company.




(b) “Committee” shall mean the Management Development and Compensation Committee of the Board of
Directors described in Section 4.




(c) “Common Stock” shall mean the Company’s presently authorized Common Stock, par value $.25 per
share, except as this definition may be modified as provided in Section 13 hereof.




(d) “Company” shall mean H. J. Heinz Company, a Pennsylvania corporation.




(e) “Employee” or “Employees” shall mean key persons (including directors and officers) employed
by the Company, or a Subsidiary thereof, on a full-time basis and who are compensated for such
employment by a regular salary.




(f) “Fair Market Value” shall, except as provided in Section 9, mean the closing sale price of the
Common Stock on the New York Stock Exchange—Composite Tape on the date a Stock Option is granted
or Stock Appreciation Rights or Limited Stock Appreciation Rights are exercised (or for purposes
of determining the value of shares of Common Stock used in payment of the Option Price as provided
in Section 11(C)(4) the date of exercise) or, if there are no sales on such dates, at the opening
price on the following day on which there are sales.




(g) “Incentive Option” shall mean a Stock Option which is an “incentive stock option” as defined
in Section 422A of the Internal Revenue Code of 1986, as amended (“Code”).




(h) “Limited Stock Appreciation Rights” shall mean the right to receive cash with respect to
shares of Common Stock subject to a Stock Option in lieu of exercising such Stock Option or any
related Stock Appreciation Rights as described in Section 9 hereof.




(i) “Non-Statutory Option” shall mean a Stock Option which does not qualify as an Incentive Option
as defined above.












 






(j) “Option” shall mean a Stock Option, Stock Appreciation Right, Limited Stock Appreciation Right
or Option Unit granted by the Company pursuant to the Plan.




(k) “Optionee” shall mean an eligible Employee, as described in Section 5 hereof, who accepts an
Option.




(l) “Option Price” shall mean the price to be paid for the shares of Common Stock being purchased
pursuant to a Stock Option Agreement.




(m) “Option Period” shall mean the period from the date of grant of an Option to the date after
which such Option may no longer be exercised. Nothing in this Plan shall be construed to extend
the termination date of the Option Period beyond the date set forth in the Stock Option Agreement.
No Incentive Option shall be exercisable after the expiration of ten years from the date the
Option is granted and no Non-Statutory Option shall be exercisable after the expiration of ten
years and one day from the date the Option is granted.




(n) “Option Unit” shall mean the right to receive the difference between the Option Unit Value at
the time of the grant and at the time of the exercise of the Option Unit in shares of Common Stock
and/or cash as determined pursuant to subparagraph (3) of paragraph C of Section 10 hereof.




(o) “Option Unit Value” shall mean the average daily closing price of the Common Stock on the New
York Stock Exchange Composite Tape for securities traded during a period, to be determined from
time to time by the Committee, of up to 12 months preceding the date of the grant of an Option
Unit and during the same period of time preceding the date of the exercise of an Option Unit.




(p) “Plan” shall mean the H. J. Heinz Company 1990 Stock Option Plan.




(q) “Restricted Shares” shall mean shares of Common Stock containing restrictions specified by the
Committee in the Stock Option or Restricted Stock Agreement which subjects them to a “substantial
risk of forfeiture” (as defined in Code Section 83) until the restrictions lapse.




(r) “Stock Appreciation Rights” shall mean the right to receive cash or Common Stock with respect
to shares of Common Stock subject to a Stock Option in lieu of exercising such a Stock Option as
described in Section 8 hereof.




(s) “Stock Option” shall mean an Incentive Option or a Non-Statutory Option granted by the Company
pursuant to the Plan, to purchase shares of Common Stock.




(t) “Stock Option Agreement” shall mean the written agreement between the Company and Optionee
confirming the Option and setting forth the terms and conditions upon which it may be exercised.



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(u) “Subsidiary” shall mean any corporation in which the Company owns, directly or indirectly
through Subsidiaries, at least 50% of the total combined voting power of all classes of stock.




(v) “Successor” or “Successors” shall have the meaning set forth in Section 11(D)(4) hereof.



2. Purposes



The purposes of the Plan are to promote the growth and profitability of the Company by enabling it
to attract and retain the best available personnel for positions of substantial responsibility, to
provide key Employees with an opportunity for investment in the Company’s Common Stock and to give
them an additional incentive to increase their efforts on behalf of the Company and its
Subsidiaries.




3. Effective Date and Termination



The effective date of the Plan is December 13, 1989, the date on which the Plan was adopted by the
Board of Directors. The Plan was approved by the shareholders of the Company on September 11, 1990.
No Stock Options, Stock Appreciation Rights, Limited Stock Appreciation Rights or Option Units may
be granted or Restricted Stock awarded under the Plan after December 12, 1999.




4. Administration



The Plan shall be administered by a Management Development and Compensation Committee of not less
than three directors of the Company (“Committee”) appointed by the Board of Directors. No person
shall be eligible or continue to serve as a member of such Committee unless such person is a
“disinterested person” within the meaning of Rule 16b-3 of the General Rules and Regulations under
the Securities and Exchange Act of 1934, as amended from time to time, or any law, rule, regulation
or other provision that may hereafter replace such Rule, and no person shall be eligible for the
grant of an Option or Restricted Shares under this Plan while serving as a member of such
Committee. Members of the Committee shall serve at the pleasure of the Board of Directors.
Vacancies occurring in the membership of the Committee shall be filled by appointment by the Board
of Directors. No member of the Committee, while serving as such, shall be eligible to receive any
Option hereunder, although membership on the Committee shall not affect or impair any such member’s
rights under any Option granted to him at a time when he was not a member of the Committee.



The Committee shall keep minutes of its meetings. A majority of the Committee shall constitute a
quorum thereof and the acts of a majority of the members present at any meeting of the Committee at
which a quorum is present, or acts approved in writing by a majority of the entire Committee, shall
be the acts of the Committee.




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5. Eligibility



Subject to the provisions of the Plan, the Committee shall determine and designate from time to
time those key Employees of the Company or its Subsidiaries to whom Options are to be granted and
the number of shares of Common Stock to be optioned from time to time to any individual. In
determining the eligibility of an Employee to receive an Option, as well as in determining the
number of shares to be optioned to any Employee, the Committee shall consider the position and
responsibilities of the Employee being considered, the nature and value to the Company or a
Subsidiary of his services and accomplishments, his present and potential contribution to the
success of the Company or its Subsidiaries, and such other factors as the Committee may deem
relevant.



No Option may be granted to an individual who, immediately after such grant, “owns” (as defined in
Code Sections 422A and 425) stock possessing more than 10% of the total combined voting power or
value of all classes of stock of the corporation then employing such individual or of a parent or
subsidiary corporation of such employer corporation.



More than one Option may be granted to an individual. Except as provided in Section 18, the
Committee may at any time, regardless of the then current market value of the Common Stock, grant
new Options to an Optionee in exchange for the surrender of a previously granted Option.



The aggregate Fair Market Value (determined as of the time the Stock Option is granted) of the
Common Stock with respect to which Incentive Options granted after 1986 are exercisable for the
first time during any calendar year by an Employee under all plans of the Company and its
subsidiaries shall not exceed the greater of $100,000 or such sum as may from time to time be
permitted under Code Section 422A.




6. Number of Shares Subject to Options



Under the Plan the maximum number and kind of shares as to which Options may be granted, subject to
adjustment in accordance with Section 13 hereof, is 12,000,000 shares of Common Stock. The Common
Stock to be offered under the Plan may be either authorized and unissued shares or issued shares
reacquired by the Company and presently or hereafter held as treasury shares. The Board of
Directors has reserved for the purposes of the Plan a total of 12,000,000 of the authorized but
unissued shares of Common Stock, subject to adjustment in accordance with Section 13 hereof. If any
shares as to which an Option granted under the Plan shall remain unexercised at the expiration
thereof or shall be terminated unexercised, they may be the subject of the grant of further
Options; however, to the extent that a Stock Appreciation Right, a Limited Stock Appreciation
Right, or an Option Unit granted in conjunction with a Stock Option, is exercised, such Stock
Option shall be deemed to have been exercised and the shares of Common Stock which otherwise would
have been issued upon the exercise of such Stock Option shall not be subject to the grant of any
further Options. In the event that Option Units have been granted separately, an equivalent number
of shares of Common Stock shall be deemed to have been granted, and upon exercise shall be deemed
to have been exercised.




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7. Types of Stock Options



The Committee shall have full and complete authority, in its discretion, subject to the provisions
of the Plan, to grant Stock Options containing such terms and conditions as shall be requisite, in
the judgment of the Committee, to constitute both Incentive Options and Non-Statutory Options and
may also provide for the issuance of Restricted Shares or unrestricted shares. The Committee may
include Stock Appreciation Rights (as provided by Section 8 hereof) and/or Limited Stock
Appreciation Rights (as provided by Section 9 hereof) and/or Option Units (as provided by Section
10 hereof) in connection with a Stock Option, either at the time of grant or, in the case of a
Non-Statutory Option, at a later date.




8. Stock Appreciation Rights



(A) Stock Appreciation Rights may be granted, in connection with all or part of any Stock Option
granted under this Plan, either at the time of the grant of such Stock Option or, in the case of a
Non-Statutory Option, at any time thereafter during the term of the Option.



(B) Stock Appreciation Rights shall entitle the holder of a Stock Option in connection with which
such Stock Appreciation Rights are granted, upon exercise of the Stock Appreciation Rights, to
surrender the Stock Option, or any applicable portion thereof, to the extent unexercised, and to
receive a number of shares of Common Stock, or cash and shares of Common Stock, determined pursuant
to subparagraph (3) of paragraph (C) of this Section 8. Such Stock Option shall, to the extent so
surrendered, thereupon cease to be exercisable.



(C) Stock Appreciation Rights shall be subject to the following terms and conditions and to such
other terms and conditions not inconsistent with the Plan as shall from time to time be approved by
the Committee.





(1) Stock Appreciation Rights shall be exercisable at such time or times and to the extent, but
only to the extent, that the Stock Option to which they relate shall be exercisable, and shall
only be exercisable at such time or times as the Fair Market Value of the Common Stock on the date
of exercise exceeds the Option Price.




(2) Stock Appreciation Rights shall in no event be exercisable unless and until the holder of the
Stock Appreciation Rights shall have completed at least six months of continuous service with the
Company or a Subsidiary, or both, immediately following the date upon which the Stock Appreciation
Rights shall have been granted.




(3) Upon exercise of Stock Appreciation Rights, the holder thereof shall be entitled to receive
such number of shares as shall be equal in aggregate Fair Market Value to the amount by which the
Fair Market Value per share on the date of such exercise shall exceed the Option Price per share
of the related Stock Option, multiplied by the number of shares in respect of which the Stock
Appreciation Rights shall have been exercised. In the sole discretion of the Committee, to the
extent consistent with the provisions of Section 18, the Company may settle all or any part of its
obligation arising out of an exercise of Stock Appreciation Rights by the payment of cash in an
amount equal to the aggregate Fair Market Value of shares (including a
fraction of a share) that it would otherwise be obligated to deliver under the preceding sentence
of this subparagraph (3) but for the cash payment.



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(D) To the extent that Stock Appreciation Rights shall be exercised, the Stock Option in connection
with which such Stock Appreciation Rights shall have been granted shall be deemed to have been
exercised. To the extent that the Stock Option in connection with which Stock Appreciation Rights
shall have been granted shall be exercised, the Stock Appreciation Rights shall be cancelled.




9. Limited Stock Appreciation Rights and Acceleration of the Exercise Date of Stock Options and
Related Stock Appreciation Rights



(A) Limited Stock Appreciation Rights may be granted in connection with all or part of a Stock
Option granted under this Plan, either at the time of grant of such Stock Option or, in the case of
a Non-Statutory Option, at any time thereafter during the term of the Stock Option.



(B) Limited Stock Appreciation Rights shall entitle the holder of a Stock Option in connection with
which such Limited Stock Appreciation Rights are granted, upon exercise of the Limited Stock
Appreciation Rights, to surrender the Stock Option, or any applicable portion thereof, and any
related Stock Appreciation Rights, to the extent unexercised, and to receive an amount of cash
determined pursuant to subparagraph (3) of paragraph (C) of this Section 9. Such Stock Option, and
any related Stock Appreciation Rights, shall, to the extent so surrendered, thereupon cease to be
exercisable.



(C) Limited Stock Appreciation Rights shall be subject to the following terms and conditions and to
such other terms and conditions not inconsistent with the Plan as shall from time to time be
approved by the Committee.





(1) Limited Stock Appreciation Rights shall be exercisable, subject to subparagraph (2) of this
paragraph (C), for a period of 60 days beginning on the date of occurrence of any of the events
set forth in clauses (a), (b), and (c) of this subparagraph (1) (the occurrence of any such event
shall for purposes of this Plan be considered to be a “Change of Control”);




(a) the date the Company acquires knowledge of the filing under the 1934 Act of a statement on
Schedule 13D, or any amendment thereto, relating to a transaction or series of transactions in
which any person or group deemed a person under Section 13(d)(3) of the Securities Exchange Act
of 1934 (the “1934 Act”) shall have become the beneficial owner, directly or indirectly (with
beneficial ownership determined as provided in Rule 13d-3, or any successor rule, under the 1934
Act), of securities of the Company entitling the person or group to 20% or more of all votes
(without consideration of the rights of any class of stock to elect Directors by a separate
class vote) to which all shareholders of the Company would be entitled in the election of
Directors were an election held on such date; provided, that any shares held by a person or
group who filed or who would have been obligated to file a Schedule 13D or 13G with respect to
beneficial ownership of securities of the Company prior to January 1, 1990, any affiliate or
associate as of January 1, 1990 of any such person, any beneficiary of any trust or estate
included in any such person or group, any member of the



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family of any such person, any trust or estate (including the trustees or executors thereof)
established by or for the benefit of any such person, or any charitable foundation, whether a
trust or a corporation (including the trustees and directors thereof) established by or for the
benefit of any such person (in each case, an “Existing Shareholder”), and any shares held by any
employee stock ownership plan sponsored by the Company, shall be excluded from the shares held
by any person or group for purposes of determining whether the foregoing 20% threshold for
securities ownership has been reached by such person or group; and provided further that,
notwithstanding the foregoing, the securities beneficially owned by any Existing Shareholder
shall not be so excluded from the securities beneficially owned by any person or group if (x)
such person or group includes any person who is not an Existing Shareholder and (y) such person
or group has beneficial ownership of securities of the Company having 30% or more of all votes
in the election of directors (without consideration of the rights of any class of stock to elect
Directors by a separate class vote);




(b) the date on which there is a failure of individuals who were members of the Board of
Directors as of January 1, 1990 to constitute at least a majority of the Board of Directors,
unless the election (or the nomination for election by the shareholders) of each new director
was approved by a vote of at least two-thirds of the total of such individuals then still in
office and such other directors as may previously have been elected or nominated pursuant to
such a two-thirds vote; or




(c) the date of approval by the shareholders of the Company of an agreement (a “reorganization
agreement”) providing for (i) the merger or consolidation of the Company with another
corporation in which the Company is not the surviving corporation, or pursuant to which its
common stock is converted, other than a merger where the shareholders of the Company immediately
prior to the merger or consolidation beneficially own, immediately after the merger or
consolidation, shares of the corporation issuing cash or securities in the merger or
consolidation entitling such shareholders to 50% or more of all votes (without consideration of
the rights of any class of stock to elect Directors by a separate class vote) to which all
shareholders of such corporation would be entitled in the election of Directors or where the
members of the Board of Directors of the Company immediately prior to the merger or
consolidation constitute, immediately after the merger or consolidation, a majority of the Board
of Directors of the corporation issuing cash or securities in the merger or consolidation, or
(ii) the sale or other disposition or liquidation of all or substantially all of the assets of
the Company; provided, however that notwithstanding anything to the contrary in this Plan, no
transaction or series of transactions shall constitute a “Change of Control” as to the holder of
any Stock Option if such transaction or series of transactions required such holder to be
identified in any United States securities law filing as a person or a member of any group
acquiring, holding or disposing of beneficial ownership of the Company’s securities and
effecting a “Change of Control” as defined herein.




(2) Limited Stock Appreciation Rights shall in no event be exercisable unless and until the holder
of the Limited Stock Appreciation Rights shall have completed at least six months of continuous
service with the Company or a Subsidiary, or both, immediately following the date upon which the
Limited Stock Appreciation Rights shall have been granted and shall be exercisable only at such
time or times and to the extent that the related Stock Option is
exercisable.



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(3) Upon exercise of Limited Stock Appreciation Rights, the holder thereof shall be entitled to
receive an amount of cash in respect of each share of Common Stock subject to the related Stock
Option equal to the excess of the fair market value of such share over the Option Price of such
related Stock Option, and for this purpose fair market value shall mean the highest last sale
price of the Common Stock on the New York Stock Exchange during the period beginning on the 90th
day prior to the date on which the Limited Stock Appreciation Rights are exercised and ending on
such date, except that (a) in the event of the acquisition by any person or group of beneficial
ownership of securities of the Company entitling the person or group to 20% or more of all votes
to which all shareholders of the Company would be entitled in the election of Directors (without
consideration of the rights of any class of stock to elect Directors by a separate class vote),
fair market value shall mean the greater of such last sale price or the highest price per share
paid for Common Stock shown on the Statement on Schedule 13D, or any Amendment thereto, filed by
the person or group becoming a 20% beneficial owner and (b) in the event of approval by
shareholders of the Company of a reorganization agreement, fair market value shall mean the
greater of such last sale price or the fixed or formula price specified in the reorganization
agreement if such price is determinable as of the date of exercise of the Limited Stock
Appreciation Rights. Any securities or property which are part or all of the consideration paid
for Common Stock in a tender offer or exchange offer or under an approved reorganization agreement
shall be valued at the higher of (a) the valuation placed on such securities or property by the
person making the tender offer or exchange offer or by the corporation other than the Company
issuing securities or property in the merger or consolidation or to whom the Company is selling or
otherwise disposing of all or substantially all the assets of the Company and (b) the valuation
placed on such securities or property by the Committee.


(D) All Options shall become exercisable upon the occurrence of any of the events specified in
subparagraph (1) of paragraph (C) of this Section 9 whether or not such Options are then
exercisable under the provisions of the applicable agreements relating thereto, except that (1) in
no event may Stock Appreciation Rights or Option Units be exercisable until the holder shall have
completed at least six months of continuous service with the Company or a Subsidiary, or both,
immediately following the date on which granted and (2) if Stock Appreciation Rights or Option
Units have been granted along with Limited Stock Appreciation Rights to the same option holder with
respect to the same Option, in no event may the Stock Appreciation Rights or Option Units be
exercised for cash during any of the 60-day periods provided for in subparagraph (1) of paragraph
(C) of this Section 9.



(E) To the extent that Limited Stock Appreciation Rights shall be exercised, the Stock Option in
connection with which such Limited Stock Appreciation Rights shall have been granted shall be
deemed to have been exercised and any related Stock Appreciation Rights or Option Units shall be
cancelled. To the extent that the Stock Option in connection with which Limited Stock Appreciation
Rights shall have been granted or any related Stock Appreciation Rights or Option Units shall be
exercised, the Limited Stock Appreciation Rights granted in connection with such Option shall be
cancelled.




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10. Option Units



(A) Option Units may be granted at any time alone, or in connection with all or part of any
Non-Statutory Option granted under this Plan, either at the time of the grant of such Stock Option
or at any time thereafter during the term of the Stock Option.



(B) Option Units shall entitle the holder, upon exercise of the Option Units, to surrender any
applicable Stock Option, or any applicable portion thereof, to the extent unexercised, and to
receive a number of shares of Common Stock, or cash and shares of Common Stock, determined pursuant
to subparagraph (3) of paragraph (C) of this Section 10. Such Stock Option shall, to the extent so
surrendered, thereupon cease to be exercisable.



(C) Option Units shall be subject to the following terms and conditions and to such other terms and
conditions not inconsistent with the Plan as shall from time to time be approved by the Committee.





(1) Option Units shall be exercisable in accordance with their terms but, if granted in
conjunction with a Stock Option, only at such time or times and to the extent, but only to the
extent that the Stock Option to which they relate shall be exercisable.




(2) Option Units shall in no event be exercisable unless and until the holder of the Option Units
shall have completed at least six months of continuous service with the Company or a Subsidiary,
or both, immediately following the date upon which the Option Units shall have been granted.




(3) Upon exercise of Option Units, the holder thereof shall be entitled to receive such number of
shares as shall be equal in aggregate Fair Market Value to the amount by which the Option Unit
value on the date of such exercise shall exceed the Option Unit Value on the date of grant,
multiplied by the number of units in respect of which the Option Units shall have been exercised.
In the sole discretion of the Committee, to the extent consistent with the provisions of Section
18, the Company may settle all or any part of its obligation arising out of an exercise of Option
Units by the payment of cash in an amount equal to the aggregate Fair Market Value of shares
(including a fraction of a share) that it would otherwise be obligated to deliver under the
preceding sentence of this paragraph (3) but for the cash payment.


(D) To the extent that Option Units shall be exercised, any Stock Option in connection with which
such Option Units shall have been granted shall be deemed to have been exercised. To the extent
that the Stock Option in connection with which Option Units shall have been granted shall be
exercised, the Option Units shall be cancelled.




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11. Terms of Options



The grant of each Option shall be confirmed by a Stock Option Agreement (in the form prescribed by
the Committee) which shall be executed at Pittsburgh, Pennsylvania, by the Company and the Optionee
as promptly as practicable after such grant. The Stock Option Agreement shall expressly state or
incorporate by reference the provisions of this Plan.




A. Option Price



The Option Price shall be determined by the Committee at the time a Stock Option is granted,
subject to adjustment as provided in Section 13 hereof and to the following limitations:





(1) In the case of Incentive Options or Non-Statutory Options providing for the issuance of
unrestricted shares, the Option Price shall be not less than 100% of the Fair Market Value of the
Company’s Common Stock on the date of grant.




(2) In the case of Non-Statutory Options providing for the issuance of Restricted Shares, the
Option Price shall be not less than 100% of the fair value of the shares on the date of grant, as
determined by the Committee with or without independent appraisal, after giving effect to the
restrictions on the shares set forth in the Stock Option Agreement.



B. Option Periods



The term of each Option granted under this Plan shall be for such period as the Committee shall
determine, but not more than ten years and one day from the date of grant thereof, subject to
earlier termination as hereinafter provided in Subsection D of this Section 11.




C. Exercise of Options



No Option granted under this Plan shall be exercisable until six months after the date of grant.
Each Option granted under this Plan may be exercised thereafter to the extent exercisable, in whole
or in part at any time and from time to time during the Option Period for such number of shares as
shall be prescribed by the provisions of the Stock Option Agreement evidencing such Option,
provided that:





(1) An Option may be exercised (a) only by the Optionee during the continuance of the Optionee’s
employment by the Company or a Subsidiary, or (b) after termination of the Optionee’s employment
by the Company or a Subsidiary in accordance with the provisions of Subsection D of this Section
11.




(2) Stock Appreciation Rights, Limited Stock Appreciation Rights, Option Units, or related Options
may not be exercised prior to six months immediately following the date upon which such Stock
Appreciation Rights, Limited Stock Appreciation Rights, Option Units, or related Options are
granted.



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(3) An Option may be exercised by the Optionee or a Successor only by written notice (in the form
prescribed by the Committee) to the Company specifying the number of shares to be purchased.




(4) The aggregate Option Price of the shares as to which a Stock Option may be exercised shall be,
in the discretion of the Committee and consistent with the provisions of Section 18:




(a) paid in full by any one or any combination of the following: cash, certified,
or official bank check, or delivery of Common Stock certificates endorsed in blank
or accompanied by executed stock powers with signatures guaranteed by a national
bank or trust company or a member of a national securities exchange evidencing
shares of Common Stock, whose value shall be deemed to be the Fair Market Value on
the date of exercise of such Common Stock; or




(b) paid on a deferred basis, and upon such terms and conditions, including
provision for securing the payment of the same, as the Committee, in its
discretion, shall provide; or




(c) deemed to be paid in full provided the notice of the exercise of a Stock
Option is accompanied by a copy of irrevocable instructions to a broker to
promptly deliver to the Company the amount of sale or loan proceeds sufficient to
cover the Option Price; or




(d) paid by a “net exercise” arrangement pursuant to which the Company will reduce
the number of shares of Common Stock issued upon exercise by the largest whole
number of shares with a Fair Market Value that does not exceed the aggregate
exercise price; provided, however, that the Company shall accept a cash or other
payment from the Optionee to the extent of any remaining balance of the aggregate
exercise price not satisfied by such reduction in the number of whole shares to be
issued; and further provided that shares of Common Stock will no longer be subject
to an Option and such Option will no longer be exercisable thereafter to the
extent of (i) the shares used to pay the exercise price pursuant to a “net
exercise,” (ii) the shares delivered to the Optionee as a result of such exercise,
and (iii) any shares withheld to satisfy tax withholding obligations as a result
of such exercise.




Payment of the Option Price with certificates evidencing shares of Common Stock as provided above
shall not increase the number of shares available for the grant of Options under the Plan.


As soon as practicable after receipt by the Company of notice of exercise and of payment in full of
the Option Price of the shares with respect to which a Stock Option has been exercised, a
certificate or certificates representing such shares shall be registered in the name or names of
the Optionee or his Successor and shall be delivered to the Optionee or his Successor at
Pittsburgh, Pennsylvania. If any part of the Option Price is paid on a deferred basis, the shares
for which payment has been deferred shall be registered in the name of the Optionee or his
Successor but the certificate or certificates representing such shares shall not be delivered to
the Optionee or his Successor until the Option Price for such shares has been paid in full.





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D. Termination of Employment



The effect of termination of an Optionee’s employment with the Company or a Subsidiary shall be as
follows:





(1) Involuntary Termination. If the employment of an Optionee is terminated involuntarily, without
cause (for the purpose of this Plan “cause” shall mean an act of dishonesty, moral turpitude or an
intentional or gross negligent act detrimental to the best interests of the Company or a
Subsidiary), by the Company or a Subsidiary, any outstanding Options held by such Optionee may be
exercised at any time prior to the expiration date of such Options or within three months after
the date of such involuntary termination, whichever is the shorter period; provided, however, that
such Options were exercisable on the date of such termination under the provisions of the
applicable agreements relating thereto, or the Committee specifically waives the restrictions
relating to exercisability, if any, contained in such agreements.




(2) Disability Termination. If the employment of an Optionee is terminated by the Company or a
Subsidiary because, in the opinion of the Committee, the Optionee has become physically
incapacitated, any outstanding Options held by such Optionee may be exercised at any time prior to
the expiration date of such Options or within three months after the date of such disability
termination, whichever is the shorter period; whether or not such Options were exercisable on the
date of such termination under the provisions of the applicable agreements relating thereto. For
the purposes of this Plan the question whether the termination of employment shall be considered a
disability termination caused by physical incapacity shall be determined in each case by the
Committee and such determination by the Committee shall be final.




(3) Retirement. If an Optionee’s employment terminates as the result of retirement of the Optionee
under any retirement plan of the Company or a Subsidiary, he may exercise any outstanding Option
at any time prior to the expiration date of the Option or within three years after the effective
date of his retirement, whichever is the shorter period; provided, however, that such Options were
exercisable on the date of such termination under the provisions of the applicable agreements
relating thereto, or the Committee specifically waives the restrictions relating to
exercisability, if any, contained in such agreements.




(4) Death. (a) If an Optionee shall die while he is an Employee or within three months after the
disability termination of his employment, his Option or Options may be exercised by the person or
persons entitled to do so under the Optionee’s will or, if the Optionee shall have failed to make
testamentary disposition of such Options or shall have died intestate, by the Optionee’s legal
representative or representatives (such person, persons, representative, or representatives are
referred to herein as the “Successor” or “Successors” of an Optionee), in either case at any time
prior to the expiration date of such Options or within one year of the date of the Optionee’s
death, whichever is the shorter period; whether or not such Options were exercisable on the date
of the Optionee’s death under the provisions of the applicable



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agreements relating thereto. (b) If an Optionee shall die within three years after his retirement
or within three months after the involuntary termination of his employment, his Options may be
exercised by his Successors at any time prior to the expiration date of such Options or within one
year of the date of the Optionee’s death, whichever is the shorter period; provided, however, that
such Options were exercisable on the date of the Optionee’s termination of employment under the
provisions of the applicable agreements relating thereto or the Committee specifically waives the
restrictions relating to exercisability, if any, contained in such agreements.




(5) Other Termination. If the employment of an Optionee shall terminate for any reason other than
as set forth in paragraphs (1), (2), (3), or (4) above, his rights under any then outstanding
Options shall terminate at the time of such termination of employment; provided, however, the
Committee may, in its sole discretion, to the extent consistent with the provisions of Section 18,
take such action as it considers appropriate to waive such automatic termination and/or the
restrictions, if any, contained in the applicable agreements relating thereto.




(6) Extension of Option Exercise Periods. Notwithstanding the Option termination provisions set
forth above, at the request of an Optionee or his Successor but in the Committee’s sole
discretion, the Committee may at any time prior to the termination of an Option, extend the period
during which the Option may be exercised following the death of an Optionee or the termination of
an Optionee’s employment (whether because of involuntary termination, disability termination,
death or other termination except retirement) for a period of up to three years following the
death of the Optionee or the termination of the Optionee’s employment; provided, however, the
Option Period for the Option may not be extended beyond the original expiration date of the Option
established pursuant to Subsection (B) of this Section 11



E. Non-Transferability



Each Option granted under the Plan shall by its terms be non-transferable by the Optionee except by
will or the laws of descent and distribution, and each Option shall be exercisable during the
Optionee’s lifetime only by the Optionee or his or her guardian or legal representative or by such
other means as the Committee may approve from time to time that is not inconsistent with or
contrary to the provisions of either Section 16(b) or Rule 16b-3 of the Securities and Exchange Act
of 1934, as either may be amended from time to time, or any law, rule, regulation or other
provision that may hereafter replace such Rule. To the extent consistent with the provisions of
Section 18, Optionees may, however, make an inter vivos transfer of Non-Statutory Options to trusts
for family members, if at the time of the transfer the Optionee is not subject to Section 16(b) or
has not been advised that such a transfer would cause the loss of any exemption provided under Rule
16b-3. An Optionee may also designate a beneficiary to exercise his or her Options after Optionee’s
death. Any Stock Appreciation Right, Limited Stock Appreciation Right or Option Unit issued in
conjunction with an Incentive Option is transferable only when such Option is transferable and
under the same conditions.




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F. Other Terms



Options granted pursuant to the Plan shall contain such other terms, provisions, and conditions
(which need not be identical) not inconsistent herewith as shall be determined by the Committee.




12. Listing and Registration of Shares



If at any time the Board of Directors shall determine, in its discretion, that the listing,
registration or qualification of any of the shares subject to Options under the Plan upon any
securities exchange or under any state or federal law, or the consent or approval of any
governmental regulatory body, is necessary or desirable as a condition of or in connection with the
purchase or issue of shares thereunder, no outstanding Options, the exercise of which would result
in the purchase or issuance of shares, may be exercised in whole or in part unless such listing,
registration, qualification, consent or approval shall have been effected or obtained free of any
conditions not acceptable to the Board of Directors. The Board of Directors may require any person
exercising an Option to make such representations and furnish such information as it may consider
appropriate in connection with the issuance or delivery of the shares in compliance with applicable
law and shall have the authority to cause the Company at its expense to take any action related to
the Plan which may be required in connection with such listing, registration, qualification,
consent or approval.




13. Adjustments



To the extent consistent with the provisions of Section 18, in the event that a dividend shall be
declared upon the Common Stock payable in shares (other than treasury shares) of Common Stock, the
number of shares of Common Stock then subject to any Option outstanding under the Plan and the
number of shares reserved for the grant of Options pursuant to the Plan but not yet subject to
Option shall be adjusted by adding to each such share the number of shares which would be
distributable in respect thereof if such shares had been outstanding on the date fixed for
determining the shareholders of the Company entitled to receive such stock dividend. To the extent
consistent with the provisions of Section 18, in the event that the outstanding shares of Common
Stock shall be changed into or exchanged for a different number or kind of shares of stock or other
securities of the Company or of another corporation, whether through reorganization,
recapitalization, stock split-up, combination of shares, merger, or consolidation, then there shall
be substituted for each share of Common Stock subject to any such Option and for each share of
Common Stock reserved for the grant of Options pursuant to the Plan but not yet subject to an
Option the number and kind of shares of stock or other securities into which each outstanding share
of Common Stock shall have been so changed or for which each such share shall have been exchanged.
In the event there shall be any change, other than as specified above in this Section 13, in the
number or kind of outstanding shares of Common Stock or of any stock or other securities into which
such Common Stock shall have been changed or for which it shall have been exchanged, then if the
Board of Directors, in its sole discretion and consistent with the provisions of Section 18, shall
determine that such change equitably requires an adjustment in the number or kind of shares
theretofore reserved for the grant of Options pursuant to the Plan but not yet subject to an Option
and of the shares then subject to an Option or Options, such adjustment shall be made by the Board
of Directors and shall be effective and




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binding for all purposes of the Plan and of each Option outstanding thereunder. In the case of any
such substitution or adjustment as provided for in this Section 13, the Option Price for each share
of stock or other security which shall have been substituted for each share of Common Stock covered
by an outstanding Option shall be adjusted appropriately to reflect such substitution or
adjustment. No adjustment or substitution provided for in this Section 13 shall require the Company
to sell a fractional share of Common Stock, and the total substitution or adjustment with respect
to each outstanding Option shall be limited accordingly.



Upon any adjustment made pursuant to this Section 13 the Company will, upon request, deliver to the
Optionee or to his Successors a certificate of its Secretary setting forth the Option Price
thereafter in effect and the number and kind of shares or other securities thereafter purchasable
on the exercise of such Option.




14. Withholding Taxes



The Company unilaterally or by arrangement with the Optionee shall make appropriate provision for
satisfaction of withholding taxes in the case of any grant, award, exercise, or other transaction
which gives rise to a withholding requirement. An Optionee or other person receiving shares issued
upon exercise of a Non-Statutory Option, Stock Appreciation Right, or Option Unit shall be required
to pay the Company or any Subsidiary in cash the amount of any taxes which the Company or
Subsidiary is required to withhold with respect to the exercise of such Option.



Notwithstanding the preceding sentence and subject to such rules as the Committee may adopt,
Optionees who are subject to Rule 16(b) of the Securities and Exchange Act of 1934, as amended,
and, if determined by the Committee, other Optionees, may satisfy the obligation, in whole or in
part, by election on or before the date that the amount of tax required to be withheld is
determined, to have the number of shares received upon exercise of the Non-Statutory Option, Stock
Appreciation Right, or Option Unit reduced by a number of shares having a fair market value equal
to the amount of the required withholding to be so satisfied or to surrender to the Company
previously held shares of Common Stock having an equivalent fair market value. For this purpose,
the amount of required withholding shall, at the election of the Optionee (or such other person),
be at a specified rate not less than the statutory minimum federal and state withholding rate and
not greater than the maximum federal, state, and local (if any) marginal tax rate applicable to the
Optionee (or such other person) and to the particular Option exercise transaction.




15. Interpretation, Amendments and Termination



The Board of Directors may make such rules and regulations and establish such procedures for the
administration of the Plan as it deems appropriate. In the event of any dispute or disagreement as
to the interpretation of this Plan or of any rule, regulation or procedure, or as to any question,
right or obligation arising from or related to the Plan, the decision of the Board of Directors
shall be final and binding upon all persons. The Board of Directors may amend this Plan as it shall
deem advisable, except that the Board of Directors may not, without further approval of the
shareholders of the Company, (a) increase the total number of shares which may be made the subject
of Options granted under the Plan, (b) change the manner of determining the




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Option Price set forth in Section 11A hereof, (c) extend the period during which Options may be
granted or exercised, or (d) withdraw the administration of the Plan from a Committee of directors,
none of whom is eligible to receive Options under the Plan. The Board of Directors may, in its
discretion, terminate this Plan at any time. Termination of the Plan shall not affect the rights of
Optionees or their Successors under any Options outstanding and not exercised in full on the date
of termination. Notwithstanding the foregoing, any action taken pursuant to this Section 15 must be
consistent with the provisions of Section 18.




16. Foreign Jurisdictions



The Committee may, from time to time, adopt, amend, and terminate under the Plan, such
arrangements, not inconsistent with the intent of the Plan, as it may deem necessary or desirable
to make available tax or other benefits of laws of any foreign jurisdiction, to key employees of
the Company who are subject to such laws and who receive grants under the Plan. Notwithstanding the
foregoing, any action taken pursuant to this Section 16 must be consistent with the provisions of
Section 18.




17. Notices



All notices under the Plan shall be in writing, and if to the Company, shall be delivered to the
Secretary of the Company or mailed to its principal office, Post Office Box 57, Pittsburgh,
Pennsylvania 15230, addressed to the attention of the Secretary; and if to the Optionee, shall be
delivered personally or mailed to the Optionee at the address appearing in the payroll records of
the Company or a Subsidiary. Such addresses may be changed at any time by written notice to the
other party.




18. Code Section 409A



It is intended that the Options granted pursuant to this Plan shall not constitute “deferrals of
compensation” within the meaning of Code Section 409A and, as a result, shall not be subject to the
requirements of Section 409A. The Plan is to be interpreted in a manner consistent with this
intention.



Notwithstanding any other provision in this Plan, a new Option may not be issued if such Option
would be subject to Code Section 409A, and an existing Option may not be modified in a manner that
would cause such Option to become subject to Code Section 409A.





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